General Terms and Conditions of Delivery (Status: November 2021)
1.1 – These General Terms and Conditions of Delivery (GTCD) apply to all contracts for the sale and delivery of movable goods (“goods”), irrespective of whether we manufacture the Goods ourselves or purchase them from suppliers.
1.2 – Unless otherwise agreed, the GTCD in the version valid at the time of the customer’s order shall also apply as a framework agreement for similar future contracts, without our having to refer to them again in each individual case.
1.3 – Our GTCP apply exclusively. Deviating, conflicting or supplementary terms and conditions of purchase of the customer shall only become part of the contract if and to the extent that we have expressly agreed to their application.
1.4 – Legally relevant declarations and notifications by the customer in relation to the contract (e.g. setting of deadlines, notifi-cation of defects, rescission of contract or reduction of price) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax).
1.5 – References to the applicability of statutory provisions are for clarification purposes only. Regardless of such clarification the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.
2. Conclusion of Contract
2.1 – Our offers are non-binding. Our product directories, samples, price lists etc. neither constitute binding offers.
2.2 – The order of goods by the customer is considered a binding offer of contract.
2.3 – Unless otherwise stated in the order, we are entitled to accept the offer within three weeks after receiving it.
2.4 – We declare acceptance either by written order confirmation or by delivery of the goods to the customer.
2.5 – Illustrations, drawings, weights and dimensions included in the order confirmation are only approximations and are not binding, unless they are expressly stated to be so.
2.6 – We retain our rights at all times to cost estimates, drawings and other documents, in particular ownership rights, copyrights and all other rights of use, reproduction or exploitation. The customer may not make such documents accessible to third parties without our express consent.
3. Delivery and Passing of Risk
3.1 – The delivery date is indicated in the order confirmation.
3.2 – Delivery is ex works. At the request and expense of the customer the goods will be shipped to another destination. Unless otherwise agreed, we are entitled to determine the particulars of shipment (in particular transport company, shipping route, packaging) ourselves.
3.3 – Partial deliveries are permitted, provided they are not unacceptable for the customer.
3.4 – In the case of custom-made products, we are entitled to exceed or fall short of the agreed delivery quantity by up to 10% either way against a corresponding adjustment of the price, unless this is unacceptable for the customer. Any manufacture of special tools requested by the customer for the execution of the order shall be agreed upon individually.
3.5 – Unless otherwise agreed, risk of loss shall pass to the customer as soon as we have made the goods available for collection by the customer and informed him thereof. The customer must collect the goods within two weeks during normal business hours. After expiry of this period we reserve the right to charge the customer for any storage costs incurred, however per week no less than 0.5% of the net invoice amount of the stored goods.
4. Force Majeure
4.1 – We are not responsible for any delays due to force majeure. We are entitled to postpone the affected delivery date for the duration of the obstruction plus a reasonable start-up time. This shall apply accordingly as long as one of our upstream suppliers suffers from force majeure and this affects the delivery promised by us.
4.2 – If the duration of the obstruction due to force majeure is not foreseeable, both parties are entitled to rescind the contract with regard to the affected delivery.
4.3 – Force majeure refers to circumstances beyond our control, such as strikes, epidemics, natural disasters, power or infra-structure failures, riots, terrorist attacks or acts of war.
5 Prices and Terms of Payment
5.1 – In the absence of any agreement to the contrary our prices shall apply ex works, plus costs for packaging and transport as well as the applicable value added tax. The relevant currency for prices is Euro (€).
5.2 – Unless otherwise agreed, the customer shall pay invoices within 30 days of the invoice date without any deductions, free of charge to our payment office.
5.3 – Payment shall only be deemed to have been effected to the extent that we can freely dispose of it at a bank. On regular basis we do not accept cheques and bills of exchange and, even if we do so in exceptional cases, only on account of perfor-mance. Discount and expenses shall be borne by the customer. They are due immediately. We shall specify in our invoice to whom our customer is to pay with debt-discharging effect.
5.4 – Upon expiry of the payment deadline (5.2) the customer shall be in default. He owes us default interest per annum in the amount of 9 percentage points above the base interest rate, however no less than 10 % per annum.
5.5 – The customer is only entitled to rights of set-off or retention insofar as his claim has been judicially determined or is undisputed.
5.6 – If it becomes apparent after conclusion of the contract that our claim for payment is endangered by the customer’s inability to pay, we are entitled to refuse performance and to rescind the contract.
5.7 – If the delivery of the goods is delayed due to circumstances not attributable to us and if the costs on which our calculation is based, in particular for personnel, raw materials and energy, have increased by at least 3 % between the agreed and the actual delivery date, we reserve the right to make reasonable price adjustments. We shall notify the customer in writing of any price adjustment together with an explanation of the cause before we execute the order. Within two weeks after receipt of the notification the customer may cancel the order in text form, unless the goods are custom-made products manufactured indi-vidually for the customer.
6. Retention of Title
6.1 – We reserve title to the delivered goods until receipt of all payments and irrevocable crediting of accepted cheques and bills of exchange from the business relationship with the customer (“reserved goods”). If a current account relationship exists, the retention of title shall refer to the acknowledged balance in our favor.
6.2 – The customer is obliged to handle the reserved goods with care. In particular, he is obliged to insure them at his own expense against loss and damage at replacement value. The customer shall submit the insurance policy and proof of payment of the premiums to us upon request. He hereby assigns to us any claims and rights arising from the insurance relationship. The assignment is subject to the resolutory condition of the customer’s complete acquisition of ownership.
6.3 – The processing and treatment of the reserved goods by the customer shall always be carried out for us, but without any obligation on our part. In the event of processing and combination with other goods we shall acquire co-ownership of the new goods in the ratio of the invoice value of the reserved goods to the value of the other processed materials at the time of processing. The same shall apply if the reserved goods are mixed with other materials.
6.4 – The customer is entitled to resell the reserved goods in the ordinary course of business. However, he hereby assigns to us all claims accruing to him from the resale.
6.5 – The customer is entitled to collect the claims assigned to us in order to fulfil his payment obligations to us. If the customer does not meet his payment obligations, we may revoke his right to resell and demand that the customer discloses to us the assigned claims and their debtors, provides all information required for collection by us, hands over the associated documents and notifies his debtors of the assignment.
6.6 – As long as the retention of title persists, the customer may only with our written consent pledge the reserved goods to a third party or assign them as security. He has to immediately inform us of any seizure of the reserved goods by third parties. The customer shall bear any costs arising from the defense against such seizure, insofar as they are not reimbursed by the third party.
6.7 – If the value of the reserved goods exceeds our claims by more than 10 %, we shall, at the customer’s request, release goods of his choice to the extent of the excess value.
7. Warranty for Defects
7.1 – We guarantee that the delivered goods have the agreed quality at the time of passing of risk (3.1). They are not defective in any way that would nullify or diminish their value or suitability for normal use or the use intended in the contract. Deviations in quality, color, dimensions, number of items, weight or presentation of the goods which are customary for business and that are unavoidable for technical or standard reasons shall not constitute defects.
7.2 – The customer must inspect the goods immediately upon receipt and, if a defect becomes apparent, notify us within 14 calendar days in text form and in such a way that we can get an idea of the defect. If the customer fails to notify us in due time the goods shall be deemed to have been approved, unless the defect was not recognizable during the inspection. If such a defect is discovered later, the notification must be made within five calendar days after discovery; otherwise the goods shall be deemed to have been approved also in this respect.
7.3 – We shall remedy defects reported in a timely manner without delay by way of subsequent performance. At our discretion, we shall either eliminate the defect or deliver defect-free goods. The customer shall give us the time and opportunity required for subsequent performance and, in particular, hand over the rejected goods for inspection purposes. Subsequent performance does not include the possible installation and removal of the goods as well as the associated costs.
7.4 – The customer shall bear the costs of subsequent performance caused by the fact that the goods after receipt were moved to a place other than the customer’s commercial establishment. Likewise we may from the customer demand reimbursement of the costs (in particular costs for inspection and transportation) incurred as a result of an unjustified request to remedy a defect, unless it was not recognizable for the customer that the goods did not have a defect.
7.5 – Insofar as the defect has been caused by an essential third-party product, we are entitled to initially limit our possible liability towards the customer to assignment of the warranty claims to which we are entitled against the supplier of the third-party product. Only to the extent that the defect still exists after a claim has been made against the supplier the customer shall be entitled to the rights according to 7.3.
7.6 – Our connector bridges are manufactured according to the currently valid national and international standards. Warranty for defects for the production of crimp connections is excluded if the customer uses crimping equipment and spare parts of
other origin instead of the original BASICcrimp, ECOcrimp, PROcrimp-line crimping equipment (collectively “crimping equip-ment”) and the associated original crimping tools, spare and wear parts (collectively “spare parts”), unless the customer proves that this did not cause the defect.
7.7 – Any warranty claims shall become statute-barred within one year after receipt of the goods.
8.1 – We are liable for damage to the customer that we have caused intentionally or through gross negligence.
8.2 – We shall only be liable for simple negligence in the event of a breach of an essential contractual obligation, i.e. the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer relies and may rely. The amount of this liability is limited to the typically foreseeable damage at the time of causation, however not exceeding 5 % of the net order value of the damaging item.
8.3 – In the event of a delay in delivery our liability is limited to a lump sum compensation of 0.5 % per completed week, however not exceeding 5 % of the net order value of the item delivered late.
8.4 – Liability for loss of profit is excluded.
8.5 – Liability for culpable injury to life, limb or health, as well as according to the provisions of the Product Liability Act shall remain unaffected.
9. Data Protection
We comply with the statutory provisions on data protection when processing the customer’s personal information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
10.1 – The parties shall maintain secrecy with regard to any and all confidential information, in particular business or trade secrets, of which they become aware in the course of their business relationship, and shall neither pass them on nor exploit them in any other way.
10.2 – The duty of confidentiality shall not apply if the information in question is required to be disclosed pursuant to the decision of a court, the order of a public authority or statutory law. The party so obliged shall promptly notify the other party of the disclosure and disclose the information in such a manner that confidentiality is maintained to the maximum extent possible.
11. Final Provisions
11.1 – The place of performance for all services (deliveries and payments) is our registered office in Waldbronn.
11.2 – The place of jurisdiction is Karlsruhe, Germany.
11.3 – German law shall apply with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
11.4 – Should one of the above provisions be or become invalid or should a necessary provision be missing this shall not affect the validity of the remaining provisions. The parties in this case shall endeavor to find a mutually agreeable provision.